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rvlaw
rvlaw, Attorney
Category: Business Law
Satisfied Customers: 8386
Experience:  NYC Trial Attorney 30+ years; Law professor ; BUSINESS LAW; CONTRACTS; TORTS; Arbitrator
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I am currently an equal partner in a physical therapy owned ...

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I am currently an equal partner in a physical therapy owned practice in NJ. Recently 4 of 6 partners revealed that they were wishing to leave the practice. My other partner and I stated that we did not wish to leave and would buy the other partners out. We not not have a buy-sell agreement and we were wondering if they could force us to sell through majority vote if they didn''t agree with our buyout proposal. Do we have any rights as equal business partners and that this is our livelihood, as we do not wish to leave or sell?
Submitted: 6 years ago.
Category: Business Law
Expert:  rvlaw replied 6 years ago.
Hi, and welcome to Just Answer. Thank you for entrusting me with your legal issue. I will do my best to assist you. During the course of our interaction , I may need some additional information.

Sorry to report that it would have been wise to have a buy out agreement in place. The 4 can indeed sue to dissolve the partnership, divide assets, and even good will especially if you and the other practitioner want to hold onto patients. It will be more difficult if the 4 want to open their own practice. I suggest you retain an attorney at once.

Rich

Customer: replied 6 years ago.
Reply to rvlaw's Post: Hi Rich, I'm not sure I understand. If the business structure was an LLC does this still apply? They do not wish to dissolve but would like to shop the clinic around for a sale. Do we have to accept what they're doing? Do we have any rights in NJ? Is it a majority ruling or a 50/50 when it comes to these types of LLC decisions?
Expert:  rvlaw replied 6 years ago.
Dissolution

Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:

  • 30 years from date of formation if no time for dissolution is specified in the operating agreement


  • At a time specified in writing in the operating agreement

  • Upon the occurrence of event specified in writing in the operating agreement

  • Upon the written consent of all members, including the written consent of the sole member of a LLC with only one member

  • When there is no longer at least one member unless at least one new member is admitted within 90 days

  • Upon entry of a court order

If you don't consent, the 4 will obtain court ordered dissolution.

Rich

Customer: replied 6 years ago.
Reply to rvlaw's Post: An operating agreement wasn't signed either. Does this not matter?
They want to sell the clinic, not disolve, does majority rule apply or 50/50? Do we have any rights in NJ? Thanks -Doug
Expert:  rvlaw replied 6 years ago.
Majority. This LLC was poorly planned organized and run. I am sorry.
rvlaw, Attorney
Category: Business Law
Satisfied Customers: 8386
Experience: NYC Trial Attorney 30+ years; Law professor ; BUSINESS LAW; CONTRACTS; TORTS; Arbitrator
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